RBC Bearings INC 8-K, filed Sep 5, 2024
RBC Bearings INC (RBC)
About this 8-K
RBC Bearings INC filed this 8-K on September 5, 2024.
Items reported
- Item 5.07: Shareholder vote results
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of report: September 5, 2024 (Date of earliest event reported:
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Section 5 - Corporate Governance and Management
Item 5.07. Submission of Matters to a Vote of Security Holders.
At the Company’s annual meeting of stockholders held on September 5, 2024, the stockholders (1) elected all of the Company’s nominees for director, (2) ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal year 2025, (3) approved an amendment to the Company’s certificate of incorporation eliminating personal liability of officers for monetary damages for breach of their fiduciary duty of care as officers, and (4) approved, on an advisory basis, the compensation paid to the Company's named executive officers.
Shares were voted on these proposals as follows:
Proposal 1. The election of three directors in Class II to serve a term of three years:
| Nominees | For | Against | Withheld | Broker Non-Vote | ||||||||||||
| Richard R. Crowell | 23,413,200 | 4,282,331 | 6,648 | 570,670 | ||||||||||||
| Dr. Amir Faghri | 21,841,068 | 5,854,312 | 6,799 | 570,670 | ||||||||||||
| Dr. Steven H. Kaplan | 16,458,958 | 11,236,532 | 6,689 | 570,670 | ||||||||||||
Proposal 2. To ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal year 2025:
| For | Against | Abstain | Broker Non-Vote | |||
| 27,859,445 | 406,581 | 6,823 | 0 |
Proposal 3. The approval of an amendment to the Company’s certificate of incorporation eliminating personal liability of officers for monetary damages for breach of their fiduciary duty of care as officers:
| For | Against | Abstain | Broker Non-vote | |||
| 22,996,345 | 4,696,155 | 9,679 | 570,670 |
Proposal 4. The approval, on an advisory basis, of the compensation paid to the Company's named executive officers:
| For | Against | Abstain | Broker Non-Vote | |||
| 22,029,670 | 5,662,364 | 10,145 | 570,670 |
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SIGNATURES
According to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
Date: September 5, 2024
| RBC BEARINGS INCORPORATED | |||
| By: | /s/ John J. Feeney | ||
| Name: | John J. Feeney | ||
| Title: | Vice President, General Counsel & Secretary | ||
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